CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NetSol Technologies, Inc. on Form 10-KSB
for the period ending June 30, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), the undersigned, Najeeb Ghauri,
Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d)
of the Securities Exchange Act of 1934; and,

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

Date: September 20, 2004


/s/ Najeeb Ghauri
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Najeeb Ghauri, Chief Financial Officer